Bruce Gans
About Bruce M. Gans, M.D.
Bruce M. Gans, M.D., 78, is an Independent Trustee of ILPT (trustee since 2018) and has served as Lead Independent Trustee since 2019. He brings senior leadership experience in healthcare delivery, academia, and professional associations, and is deemed independent under Nasdaq, SEC, and ILPT’s governing documents. Key roles include EVP & Chief Medical Officer at Kessler Institute for Rehabilitation (2001–Mar 2021), National Medical Director at Select Medical (2003–Mar 2021), Professor at Rutgers NJMS, and senior health policy advisor at Powers Pyles Sutter & Verville; he also has REIT/CRE familiarity and prior public board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kessler Institute for Rehabilitation | Executive Vice President & Chief Medical Officer | 2001–March 2021 | Senior operating leadership across large rehabilitation enterprise |
| Select Medical (parent of Kessler) | National Medical Director, Rehabilitation | 2003–March 2021 | Clinical and operational oversight across rehabilitation network |
| Rutgers University—New Jersey Medical School | Professor, Physical Medicine & Rehabilitation | Not disclosed | Academic leadership and authorship of textbooks |
| Powers Pyles Sutter & Verville | Senior Health Policy Advisor | Not disclosed | Health policy advisory experience (Washington, DC-based law firm) |
| Rehabilitation Institute of Michigan | Former President & Chief Executive Officer | Not disclosed | Prior CEO role of large medical organization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AlerisLife Inc. (RMR public client) | Director | 2001–March 2023 (acquired by ABP Trust Mar 2023) | Only disclosed public directorship; none currently at non-RMR managed public companies |
| Foundation for Physical Medicine & Rehabilitation | Board Member | Not disclosed | Non-profit board role |
| Global Partners Rehabilitation | Emeritus Director & Secretary | Not disclosed | Non-profit focused on training caregivers in low/middle-income countries |
| American Academy of Physical Medicine & Rehabilitation | Former President | Not disclosed | Leadership in medical society (7,500+ members) |
Board Governance
- Independence and service: The Board determined Dr. Gans qualifies as independent under Nasdaq/SEC and ILPT’s governing documents; five trustees are independent overall. Executive sessions of independent trustees occur at least twice per year and are presided over by the Lead Independent Trustee.
- Lead Independent Trustee responsibilities: Dr. Gans’ role includes evaluating board effectiveness, presiding over independent sessions, acting as liaison with management, assisting in RMR/management performance evaluations, authorizing advisors, coordinating with governance chair, and engaging with shareholders as requested.
- Committee assignments (2025 slate): Audit and Compensation (not a chair).
- Committee activity in 2024: Audit (8 meetings; all independent; financial literacy confirmed with a designated financial expert), Compensation (5 meetings; all independent; oversees RMR agreements and trustee pay), Nominating & Governance (1 meeting; all independent).
- Attendance: In 2024, the Board met 5 times; each trustee attended at least 75% of aggregate board and applicable committee meetings; all trustees attended the 2024 annual meeting.
Fixed Compensation (Trustee)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 102,500 | 90,000 | 192,500 | Cash detail: $85,000 annual fee + $17,500 Lead Independent stipend |
- Structure: Independent trustees receive an annual cash fee ($85,000), committee chair premia (Audit $20k, Compensation $15k, N&G $15k), and Lead Independent stipend ($17,500). Dr. Gans received the base fee and Lead Independent stipend; he was not a committee chair in 2024.
- Logistics: Trustees are reimbursed for travel and certain education costs.
Performance Compensation (Trustee Equity)
| Grant Date | Instrument | Number of Shares | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| May 30, 2024 | Common Shares | 23,316 | 90,000 | Fully vested on grant date | Grants equal $90,000 value (rounded down to whole shares) based on closing price on award date; ASC 718 expense equals price × shares |
- No stock options are disclosed as part of trustee compensation; equity for trustees is delivered in fully-vested common shares awarded annually after the shareholder meeting.
Other Directorships & Interlocks
| Company | Status | Committee Roles | Interlock Considerations |
|---|---|---|---|
| AlerisLife Inc. (RMR public client) | Former Director (2001–Mar 2023; acquired by ABP Trust) | Not disclosed | RMR-managed ecosystem; role ended in 2023 |
| Other non-RMR-managed public boards | None | — | None disclosed |
Expertise & Qualifications
- Skillsets highlighted: risk oversight/management, financial literacy, public company board, human capital management, REIT/real estate, ESG, and government/public policy.
- Sector knowledge: management experience in large healthcare organizations, academic roles, and familiarity with CRE/REITs; prior public board and committee experience; institutional knowledge from ILPT board service.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | As-Of Date | Notes |
|---|---|---|---|---|
| Bruce M. Gans, M.D. | 60,816 | Less than 1% | March 12, 2025 | Based on ~66,144,308 shares outstanding |
| Ownership Guideline | 20,000 shares within 5 years | — | — | As of March 12, 2025, all trustees met guidelines |
- Hedging policy: ILPT expressly prohibits directors from engaging in hedging transactions involving ILPT securities (per Insider Trading Policy).
Governance Assessment
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Strengths
- Independence and leadership: Dr. Gans is independent, serves as Lead Independent Trustee with robust, disclosed responsibilities that strengthen board oversight and shareholder engagement.
- Engagement and attendance: Board met 5 times in 2024; each trustee met the ≥75% attendance threshold and attended the annual meeting; trustees hold executive sessions at least twice per year.
- Alignment: Director equity grants and share ownership guideline (20,000 shares) promote alignment; Dr. Gans’ beneficial ownership (60,816 shares) exceeds the guideline; hedging is prohibited.
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Potential Risks and Red Flags (structural)
- External management model: ILPT is externally managed by The RMR Group; ILPT has no employees, and RMR provides all personnel and services under management agreements—creating inherent related-party exposure. The Compensation Committee (all independent) oversees RMR agreements and trustee compensation.
- Related-party transactions: In 2024, ILPT paid ~$23.4m business management fees and ~$13.3m property management/construction supervision fees to RMR, plus ~$6.8m in reimbursements; in Jan 2025, ILPT consented to RMR’s pledge of its management agreements in a $100m RMR credit facility—areas for ongoing monitoring by independent trustees. All related-person transactions are reviewed under established governance policies.
- Equity grant design: Trustee equity awards are fully vested on grant, which increases immediacy of alignment but offers limited holding/retention incentives compared to time-vested or performance-conditioned awards.
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Mitigants
- Independence determinations: The Board concluded that Dr. Gans and other independent trustees have no relationships that impair judgment under Nasdaq/SEC and ILPT criteria.
- Committee structure: Audit, Compensation, and Nominating & Governance committees are fully independent; Audit Committee oversees risk (including cybersecurity/AI), audit independence, and financial reporting integrity; Compensation Committee oversees RMR agreements and trustee pay.
Overall, Dr. Gans contributes independent leadership and health-sector operating expertise, chairs no committees but holds meaningful roles on Audit and Compensation, and maintains ownership above guidelines; key monitoring areas remain the externally-managed structure and RMR-related transactions, which are subject to independent committee oversight.